THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON MAY 17, 2000 PURSUANT TO A
RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended May 31, 2000
Commission File Number 1-8368
SAFETY-KLEEN CORP.
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(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1301 Gervais Street Columbia, Suite 300, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
(803) 933-4200 (Registrant's telephone number, including area code)
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(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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The number of shares of the issuer's common stock outstanding as of
July 10, 2000 was 100,783,596.
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SAFETY-KLEEN CORP.
INDEX
PART I FINANCIAL INFORMATION................................................3
PART II OTHER INFORMATION
Item 1 Legal Proceedings..................................................3
Item 3 Defaults Upon Senior Securities....................................7
Item 6 Exhibits and Reports on Form 8-K...................................8
Signatures.................................................................16
Exhibit Index..............................................................17
Page 2
PART I - FINANCIAL INFORMATION
Due to the ongoing internal investigation of Safety-Kleen Corp.'s (the
"Company") reported financial results and certain of its accounting policies and
practices, as announced by the Company on March 6, 2000, the Company is unable
to prepare financial statements for the quarter ended May 31, 2000 at this time.
The Company will file amended reports as soon as practicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
GENERAL
The business of the Company's hazardous and industrial waste services
is continuously regulated by federal, state, provincial and local provisions
that have been enacted or adopted, regulating the discharge of materials into
the environment or primarily for the purpose of protecting the environment. The
nature of the Company's businesses results in its frequently becoming a party to
judicial or administrative proceedings involving all levels of governmental
authorities and other interested parties. The issues that are involved generally
relate to applications for permits and licenses by the Company and their
conformity with legal requirements and alleged technical violations of existing
permits and licenses. The Company does not believe that these issues will be
material to the Company's operations or financial condition. At May 31, 2000,
subsidiaries of the Company were involved in two proceedings relating primarily
to activities at waste treatment, storage and disposal facilities where the
Company believes sanctions involved in each instance may exceed $100,000. The
Company believes that the ultimate disposition of these issues will not have a
materially adverse effect upon the Company's consolidated financial position or
results of operations.
From time to time, the Company is named as a defendant in various
lawsuits arising in the ordinary course of business, including proceedings
wherein persons claim injury resulting from the use of the Company's parts
cleaner equipment and/or cleaning products, other matters involving personal
injury and property damage claims and employment-related claims. A number of
such legal proceedings are currently pending in various courts and jurisdictions
throughout North America. Based on the Company's assessment of known claims and
its historical claims payment pattern, and discussions with internal and outside
legal counsel and risk management personnel, the Company believes that there is
no proceeding pending against the Company relating to such matters arising out
of the ordinary course of business that, if resolved against the Company, would
have a materially adverse effect upon the Company's consolidated financial
position or results of operations.
In the United States, CERCLA imposes financial liability on persons who
are responsible for the release of hazardous substances into the environment.
Present and past owners and operators of sites which release hazardous
substances, as well as generators and transporters of the waste material, are
jointly and severally liable for remediation costs and environmental damage. At
May 31, 2000, the Company had been notified that it was a potentially
responsible party in connection with 50 locations in its hazardous waste
management and other businesses.
Page 3
The Company continually reviews its status with respect to each location and the
extent of its alleged contribution to the volume of waste at the location, the
available evidence connecting the Company to that location, and the numbers and
financial soundness of other potentially responsible parties at the location.
Based upon presently available information, the Company does not believe that
potential liabilities arising from its involvement with these locations will be
material to the Company's operations or financial condition.
CHAPTER 11 FILING
As previously announced by the Company in a Current Report on Form 8-K
filed on June 19, 2000, Safety-Kleen Corp. and 73 of its wholly owned domestic
subsidiaries filed a voluntary petition for reorganization under Chapter 11 of
Title 11 of the United States Code on June 9, 2000. The petition was filed in
the United States Bankruptcy Court for the District of Delaware (Case No.
00-2303 (PJW). Management of the Company continues to operate the business of
the Company as a debtor in possession under 11 U.S.C. ss.ss. 1107 and 1108. In
this proceeding, the Company and its subsidiaries will seek approval of a Plan
for Reorganization and intend to implement the Plan for Reorganization upon
obtaining court approval of the Plan. Pursuant to the automatic stay provision
of Section 362 of the Bankruptcy Code all litigation matters are currently
stayed.
SAFETY-KLEEN (PINEWOOD), INC.
The Company's reports on this matter contained in the Company's Report
on Form 10-K for the twelve months ended August 31, 1999 and on Form 10-Q for
the quarters ended November 30, 1999 and February 28, 2000, are incorporated
herein by reference thereto.
On May 4, 2000, Pinewood petitioned the South Carolina Supreme Court
for a writ of certiorari from the state Court of Appeals decision.
On June 9, 2000 (on the same day but after Pinewood filed its petition
for bankruptcy protection in the United States District Court for the District
of Delaware), DHEC issued an Emergency Order finding that Frontier Insurance
Company - which is the issuer of bonds used to provide for Pinewood's closure
cost, post-closure cost, and third party liability financial assurance - no
longer meets regulatory standards for bond issuers. Based on this finding, DHEC
ordered that Pinewood cease accepting waste for disposal by August 28, 2000,
unless it could provide acceptable alternative financial assurance by June 27,
2000.
On June 13, 2000, the South Carolina Supreme Court denied Pinewood's
petition for a writ of certiorari and the decision of the Court of Appeals
became final.
On June 14, 2000, DHEC sent notice by letter to the Pinewood Facility
directing that Pinewood cease accepting waste for disposal in 30 days - by July
14, 2000 - and submit a closure plan. DHEC based this directive on the
then-final decision of the Court of Appeals that all non-hazardous waste
disposed at Pinewood should be counted against Pinewood's hazardous waste
capacity limit and DHEC's resulting conclusion that there is no remaining
permitted capacity at Pinewood.
Page 4
On June 22, 2000, DHEC sent notice by letter to Pinewood that under the
Court of Appeals decision, financial assurance regulations for cleanup and/or
environmental impairment restoration at hazardous waste treatment, storage, and
disposal facilities were vacated and, therefore, this financial assurance for
Pinewood must be provided in accordance with the DHEC Board Order dated May 19,
1994. The June 22, 2000 letter further directed that within 15 days Pinewood
provide DHEC with information on how Pinewood would comply with the May 19, 1994
DHEC Board Order including payment into the GSX Contribution Fund. As of May 31,
2000, the GSX Contribution Fund contained $18,748,552.05, which means that under
the June 22, 2000 DHEC letter Pinewood would be required to currently pay
approximately $68 million into the GSX Contribution Fund, as well as make
payments of approximately $14 million each year for the next four years to reach
the full funding requirement.
On July 7, 2000, Pinewood filed a legal action in the United States
District for the District of Delaware against the State of South Carolina, DHEC,
DHEC Board Chairman (Bradford W. Wyche) and DHEC Commissioner (Douglas Bryant)
under the caption: In Re: Safety-Kleen Corp., et al., Debtor-Chapter 11 Cases,
Case No. 00-2303 Jointly Administered - Adversary Proceeding No. A-00-698, C.A.
No. 00-637. In this action Pinewood seeks to stay and/or enjoin DHEC and the
State of South Carolina from enforcement of the previously-described directives
to Pinewood set forth in the June 9, 2000 DHEC Emergency Order, the June 14,
2000 DHEC letter to Pinewood, and the June 22, 2000 DHEC letter to Pinewood upon
the grounds that the actions of DHEC are invalid under various provisions of the
United States Constitution and/or violate the automatic stay provision of the
United States Bankruptcy Code and/or should be enjoined under the equitable
powers of the Bankruptcy Court. As an alternative cause of action, Pinewood
demanded that it be compensated for the taking of its property without just
compensation under provisions of the Constitutions of the United States and the
State of South Carolina.
On July 10, 2000, the United States District Court for the District of
Delaware issued an Order restraining DHEC and the State of South Carolina from
enforcing its anticipated closure of the Pinewood facility pursuant to the June
14, 2000 DHEC letter. On July 12, 2000 the United States District Court for the
District of Delaware issued an Order transferring the case to the United States
District Court for the District of South Carolina and ordering that the Order of
July 10, 2000 remain in full force and effect pending a ruling from the United
States District Court for the District of South Carolina on Pinewood's request
for a preliminary injunction against DHEC and the State of South Carolina.
If none of the challenges to the decision of the Court of Appeals is
successful, enforcement of the decision could have a material adverse impact
upon the Company's financial position.
MATTERS RELATED TO INVESTIGATION OF FINANCIAL RESULTS
The Company's report on this matter contained in the Company's Report on
Form 10-Q for the quarter ended February 28, 2000 is incorporated herein by
reference thereto. In the Report on Form 10-Q for the quarter ended February 28,
2000 the Company reported that it anticipated that additional Federal Class
Actions may be filed. Additional Federal Class Actions that have
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been filed are as follows:
No. CASE NAME COURT DOCKET # DATE OF CLASS PERIOD
FILING
1. Muzinich & Co., Individually and on United States 3:00-1145-17 4/13/00 7/7/98 - 3/5/00
Behalf of All Others Similarly Situated District Court
v. Safety-Kleen Corp., Kenneth W. (Columbia Division)
Winger, Paul R. Humphreys and Michael
Bragagnolo
2. Yong Gen Cai, Individually and on Behalf United States 3:00-0995-17 3/29/00 7/7/98 - 3/3/00
of All Others Similarly Situated v. District Court
Safety-Kleen Corp., Kenneth W. Winger, (Columbia Division)
Paul R. Humphreys and Michael Bragagnolo
3. Richard Weaver, Individually and on United States 3:00-1012-17 3/30/00 7/7/98 - 3/3/00
Behalf of All Others Similarly Situated District Court
v. Safety-Kleen Corp., Kenneth W. (Columbia Division)
Winger, Paul R. Humphreys and Michael
Bragagnolo
4. James K. Hodge, Individually and on United States 3:00-0974-17 3/28/00 7/7/98 - 3/6/00
Behalf of All Others Similarly Situated District Court
v. Safety-Kleen Corp., Kenneth W. (Columbia Division)
Winger, Paul R. Humphreys and Michael
Bragagnolo
5. Michael A. Collins and Laurie Collins, United States 3:00-1408-17 5/08/00 Holders of Rollins
on Behalf of Themselves and All Others District Court Environmental
Similarly Situated v. Safety-Kleen (Columbia Division) Services shares as of
Corp., a Delaware Corporation, Kenneth 5/3/97
W. Winger, Paul R. Humphreys, Michael
Bragagnolo and James R. Bullock
Page 6
No. CASE NAME COURT DOCKET # DATE OF CLASS PERIOD
FILING
6. Walter E. Ryan, on Behalf of Himself and United States 3:00-1343-17 5/01/00 Holders of Rollins
All Others Similarly Situated v. District Court Environmental
Safety-Kleen Corp., a Delaware (Columbia Division) Services shares as of
Corporation, Kenneth W. Winger, Paul R. 5/3/97
Humphreys, Michael Bragagnolo and James Amended
R. Bullock Summons
ed 5/10/00
7. Walter E. Ryan, Jr., on Behalf of United States 3:00-1394-17 5/05/00 7/9/97 - 3/6/00
Himself and All Others Similarly District Court
Situated v. Safety-Kleen Corp., a (Columbia Division)
Delaware Corporation, Kenneth W.
Winger, Paul R. Humphreys, Michael
Bragagnolo and James R. Bullock
8. Kenneth Steiner, on Behalf of Himself United States 3:00-750-17 5/01/00 11/13/97 - 4/17/98
and All Others Similarly Situated v. District Court for old Safety-Kleen
Kenneth W. Winger, James R. Bullock, (Columbia Division) shareholders
Paul R. Humphreys, Michael Bragagnolo
and Safety-Kleen Corp. Amended
Summons
Filed 5/10/00
Other than as herein reported there have been no additional significant
legal proceedings or any material changes in the legal proceedings reported in
PART II, Item 3 of the Company's Report on Form 10-K for the twelve months ended
August 31, 1999.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the quarter ended May 31, 2000, the Company and its subsidiaries
defaulted upon the following senior securities:
The Company did not make an interest payment of approximately $1.8
million due May
Page 7
30, 2000 upon the $60 million Promissory Note dated May 15, 1997 originally from
the Company to Westinghouse Electric Corporation and thereafter assigned by
Westinghouse Electric Corporation to Toronto Dominion (Texas) Inc. (the $60
million Promissory Note). The grace period to make this payment expired after
the quarter ended. The holder did not exercise its right to accelerate the
payment of principal and interest. The total arrearage (without acceleration) on
the $60 million Promissory Note as of July 14, 2000 is approximately $2.7
million.
The Company did not make an interest payment of approximately $10
million due May 15, 2000 on its 9 1/4 percent Senior Notes due 2008. The grace
period to make this interest payment expired after the quarter ended. The holder
did not exercise its right to accelerate the payment of principal and interest.
The total arrearage (without acceleration) on the Senior Notes due 2008 as of
July 14, 2000 is approximately $14 million.
The Company did not make principal and interest payments totaling
approximately $43 million due May 31, 2000 under its Amended and Restated Credit
Agreement dated as of April 3, 1998 among Safety-Kleen Services, Inc. (formerly
known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as
Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia
Bank N.A. (the "Credit Facility"). The grace period to make these payments
expired after the quarter ended. The holder did not exercise its right to
accelerate the payment of principal and interest. The total arrearage (without
acceleration) on the Credit Facility as of July 14, 2000 is approximately $71.9
million.
In addition to the aforementioned defaults for nonpayment the Company
and its subsidiaries are in default of certain covenants under the above
described Credit Facility and the $60 million Promissory Note and the Indenture
of Trust dated as of July 1, 1997 between Tooele County, Utah and U.S. Bank; the
Indenture of Trust dated as of July 1, 1997 between California Pollution Control
Financing Authority and U.S. Bank; Indenture of Trust dated as of August 1, 1995
between Tooele County, Utah and West One Bank; the Indenture dated as of May 1,
1993 between Industrial Development Board of the Metropolitan Government of
Nashville and Davidson County (Tennessee) and NationsBank of Tennessee, N.A. and
the Indenture dated as of May 17, 1999 between the Company and the Bank of Nova
Scotia Trust Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
(3)(a) Restated Certificate of Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997 filed as
Exhibit 3(a) to the Company's Form 10-Q for the Quarter ended May 31, 1997 and
incorporated herein by reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company dated October
15, 1997 filed as Exhibit (3)(a)(i) to the Company's Form 10-K-405 for the Year
ended August 31, 1997, and incorporated herein by reference.
(3)(a)(ii) Certificate of Amendment to the Restated Certificate of Incorporation
of the Company dated November 25, 1998 filed as Exhibit (3)(a)(iii) to the
Company's Form 10-Q for the quarter ended November 30, 1998 and incorporated
herein by reference.
Page 8
(3)(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 30, 1998 filed as Exhibit (3)(a)(iv)
to the Company's Form 10-Q for the quarter ended November 30, 1998 and
incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit 4(ii) to the
Company's Current Report on Form 8-K dated July 29, 1997 and incorporated herein
by reference.
(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of the
Company), the Company, subsidiary guarantors of the Company and The Bank of Nova
Scotia Trust Company of New York, as trustee filed as Exhibit 4(b) to the
Company's Form S-4 Registration Statement No. 333-57587 filed June 24, 1998 and
incorporated herein by reference.
(4)(b) First Supplemental Indenture effective as of November 15, 1998 among
Safety-Kleen Services, Inc., the Company, SK Europe, Inc. and The Bank of Nova
Scotia Trust Company of New York, as trustee filed as Exhibit (4)(f) to the
Company's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999 and
incorporated herein by reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc., the Company, SK Services, L.C., SK Services (East),
L.C. and The Bank of Nova Scotia Trust Company of New York, as trustee filed as
Exhibit (4)(d) to the Company's Form 10-K filed October 29, 1999 and
incorporated herein by reference.
(4)(d) Indenture dated as of May 17, 1999 between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit (4)(b) to the
Company's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999 and
incorporated herein by reference.
(4)(e) Registration Rights Agreement dated as of May 17, 1999 between the
Company and TD Securities, NationsBanc Montgomery Securities LLC and Raymond
James & Associates, Inc. filed as Exhibit (4)(a) to the Company's Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.
(4)(f) Amended and Restated Credit Agreement among Laidlaw Chem-Waste, Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The
Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago and NationsBank, N.A.
as Syndication Agent dated as of April 3, 1998, filed as Exhibit 4(f) to the
Company's Form 10-Q for the quarter ended February 28, 1999, and incorporated
herein by reference.
(4)(g) Supplement to the Amended and Restated Credit Agreement among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A. and The First National Bank of Chicago and
NationsBank, N.A. as Syndication Agent dated as of April 3, 1998, filed as
Exhibit 4(e) to a subsidiary of the Company's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by reference.
(4)(h) Waiver and First Amendment to the Amended and Restated Credit Agreement
dated as of May 15, 1998 among LES, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The
Page 9
Bank of Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank filed as Exhibit 4(f) to a subsidiary of the Company's Form S-4
Registration Statement No. 333-57587 filed June 24, 1998 and incorporated herein
by reference.
(4)(i) Commitment to Increase Supplement to the Amended and Restated Credit
Agreement dated as of June 3, 1998 among LES, Inc., Laidlaw Environmental
Services (Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(g)
to a subsidiary of the Company's Form S-4 Registration Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.
(4)(j) Second Amendment to the Amended and Restated Credit Agreement dated as of
November 20, 1998 among Safety-Kleen Services, Inc. (formerly known as LES,
Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia Bank
N.A., filed as Exhibit (4)(j) to the Company's Form 10-Q for the quarter ended
February 28, 1999 and incorporated herein by reference.
(4)(k) Waiver and Third Amendment to the Amended and Restated Credit Agreement
dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly known as
LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia Bank
N.A. filed as Exhibit (4)(l) to the Company's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(l) Fourth Amendment dated as of March 13, 2000 to the Amended and Restated
Credit Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly
known as Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A.
(4)(m) Consent dated as of March 16, 2000 to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly
known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as
Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia
Bank N.A.
(4)(n) Deferral and Forbearance Agreement dated as of April 7, 2000 to the
Amended and Restated Credit Agreement dated as of May 6, 1999 among Safety-Kleen
Services, Inc. (formerly known as LES, Inc.), Safety-Kleen Services (Canada)
Ltd. (formerly known as Laidlaw Environmental Services (Canada) Ltd.), the
Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First
National Bank of Chicago and Wachovia Bank N.A.
Page 10
(4)(o) Waiver, dated as of May 1, 2000, under the Deferral and Forbearance
Agreement dated as of April 7, 2000 to the Amended and Restated Credit Agreement
dated as of April 3, 1998 )as amended, supplemented or otherwise modified prior
to May 1, 2000 among Safety-Kleen Services, Inc. (formerly known as LES, Inc.),
Safety-Kleen Ltd. (successor to Safety-Kleen Services (Canada) Ltd., which was
formerly known as Laidlaw Environmental Services (Canada) Ltd.)), the Lenders,
Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA)
Inc., The Bank of Nova Scotia, Bank of America (formerly known as Nationsbank,
N.A.), Bank One, N.A. and (formerly known as The First National Bank of
Chicago).
(4)(p) Registration Rights Agreement dated May 15, 1997 among the Company,
Laidlaw Transportation, Inc. and Laidlaw Inc., the form of which was filed as
Exhibit B to Annex A to the Company's Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by reference.
(4)(q) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f) to the
Company's Form 10-Q for the Quarter ended May 31, 1997, and incorporated herein
by reference.
(4)(r) Indenture of Trust dated as of August 1, 1995 between Tooele County, Utah
and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as Exhibit
4(h) to the Company's form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between Tooele County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the Company's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(4)(t) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing Authority and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(k) to the Company's Form 10-Q for the Quarter ended
May 31, 1997, and incorporated herein by reference.
(4)(u) Promissory Note dated May 15, 1997 for $60,000,000 from the Company to
Westinghouse Electric Corporation, filed as Exhibit 4(n) to the Company's Form
10-Q for the Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(v) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as assignee
of Westinghouse Electric Corporation) and agreed to by the Company and Laidlaw
Inc. amending the terms of the Promissory Note dated May 15, 1997 (as referenced
in Exhibit (4)(r)) filed as Exhibit (4)(u) to the Company's Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.
(4)(w) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997 (as
referenced in Exhibit (4)(s)) from Company to Westinghouse Electric
Corporation), filed as Exhibit 4(o) to the Company's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
Page 11
(4)(x) Collateral Account Pledge and Security Agreement dated as of May 17, 1999
among the Company, The Bank of Nova Scotia Trust Company of New York, as escrow
agent and The Bank of Nova Scotia Trust Company of New York, as trustee, filed
as Exhibit (4)(d) to the Company's Form S-4 Registration Statement No. 333-82689
filed July 12, 1999 and incorporated herein by reference.
(4)(y) Rights Agreement dated as of October 15, 1999 between the Company and
EquiServe Trust Company, N.A., as Rights Agent, filed as Exhibit (c)1 to the
Company's Current Report on Form 8-K filed on October 15, 1999 and incorporated
herein by reference.
(4)(z) First Amendment to Rights Agreement, dated as of March 17, 2000, between
Safety-Kleen Corp. and Equiserve Trust Company, N.A. filed as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed on March 17, 2000 and
incorporated herein by reference.
(4)(aa) Letter Agreement, dated October 12, 1999, between Safety-Kleen Corp. and
Laidlaw Inc. filed as Exhibit 99.2 to the Company's Current Report on Form 8-K
filed on March 17, 2000 and incorporated herein by reference.
(4)(bb) Other instruments defining the rights of holders of nonregistered debt
of the Company have been omitted from this exhibit list because the amount of
debt authorized under any such instrument does not exceed 10% of the total
assets of the Company and its subsidiaries. The Company agrees to furnish a copy
of any such instrument to the Commission upon request.
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and among the
Company, LES Acquisition, Inc., and Safety-Kleen Corp. included as Annex A of
Safety-Kleen's Revised Amended Prospectus on Form 14D-9 filed as Exhibit 62 to
Safety-Kleen's Amendment No. 28 to Schedule 14-9A on March 17, 1998, and
incorporated herein by reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995.
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(10)(b) above), dated May 15, 1997 among Westinghouse Electric Corporation,
Rollins Environmental Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Company's Form 10-Q for the Quarter ended May 31, 1997, and incorporated
herein by reference.
(10)(d) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.
(10)(e) Rollins Environmental Services, Inc. 1993 Stock Option Plan.
(10)(f) Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the Company's
Registration Statement No. 333-41859 on Form S-8 dated December 10, 1997 and
incorporated herein by reference.
(10)(g) First Amendment to Company's 1997 Stock Option Plan, filed as Exhibit
(10)(g) to the Company's Form 10-Q dated January 14, 2000 and incorporated
herein by reference.
Page 12
(10)(h) Company's Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.
(10)(i) First Amendment to Company's Director's Stock Option Plan filed as
Exhibit (10)(i) to the Company's Form 10-Q dated January 14, 2000 and
incorporated herein by reference.
(10)(j) Stock Purchase Agreement dated February 6, 1997 among the Company,
Laidlaw Inc., and Laidlaw Transportation, Inc. filed as Exhibit A to Annex A to
the Definitive Proxy Statement on Form DEF 14A filed on May 1, 1997 and
incorporated herein by reference.
(10)(k) Executive Bonus Plan for fiscal year 2000 filed as Appendix C to the
Definitive Proxy Statement on Form DEF 14A filed on October 29, 1999 and
incorporated herein by reference.
(10)(l) Company's U.S. Supplemental Executive Retirement Plan filed as Exhibit
10(g) to the Company's Form 10-Q for the quarter ended November 30, 1997, and
incorporated herein by reference.
(10)(m) Form of Change of Control Agreement
A-12-22 filed as Exhibit 10(m) to the Company's Form 10-Q for the quarter ended
February 29, 2000, and incorporated herein by reference.
(10)(n) Form of Change of Control Agreement A1 RB 11 30 filed as Exhibit 10(n)
to the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(o) Form of Change of Control Agreement A2-12-22 filed as Exhibit 10(o) to
the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(p) Form of Change of Control Agreement AAMB0120 filed as Exhibit 10(p) to
the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(q) Form of Change of Control Agreement B-12-22 filed as Exhibit 10(q) to
the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(r) Form of Change of Control Agreement C-12-22 filed as Exhibit 10(r) to
the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(s) Form of Change of Control Agreement D-12-22 filed as Exhibit 10(s) to
the Company's Form 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
Page 13
(10)(t) Agreement dated as of March 3, 2000, among the Company, Safety-Kleen
Services, Inc., Safety-Kleen Ltd. and Kenneth W. Winger.
(10)(u) Demand Loan Agreement among Safety-Kleen Systems, Inc., Safety-Kleen
Services, Inc. as Guarantor the Several Lenders from time to time parties
thereto and Toronto Dominion (Texas), Inc. as Agent dated as of March 14, 2000.
(10)(v) Mortgage, Assignment of Rents and Leases and Security Agreement from
Safety-Kleen Systems, Inc. Mortgagor to Toronto Dominion (Texas), Inc. Mortgagee
dated as of March 14, 2000.
(10)(w) Lien Subordination Agreement between Toronto Dominion (Texas), Inc., as
Liquidity Agent and Toronto Dominion (Texas), Inc., as Existing Debt Agent dated
as of March 16, 2000.
(10)(x) Letter Agreement dated March 16, 2000 between Jay Alix & Associates and
the Company.
(b) Reports on Form 8-K.
i. The Company filed a Current Report on Form 8-K on March 6, 2000, which
contained Item 5 related to the Company announcing internal investigation
of accounting practices.
ii. The Company filed a Current Report on Form 8-K on March 9, 2000, which
contained Item 5 related to the Company announcing that
PricewaterhouseCoopers LLP advised the Company that it was withdrawing
previously issued reports on financial statements.
iii. The Company filed a Current Report on Form 8-K on March 13, 2000, which
contained Item 5 related to the Company announcing continued internal
investigation of accounting practices, withdrawal of
PricewaterhouseCoopers reports, need for cash to fund current operations
and SEC investigation.
iv. The Company filed a Current Report on Form 8-K on March 16, 2000, which
contained Item 5 related to the Company announcing bank negotiations for
interim financing, letter of intent to sell former headquarters, and
preliminary results of accounting investigation.
v. The Company filed a Current Report on Form 8-K on March 17, 2000, which
contained Item 5 related to the Company announcing $20 million additional
credit availability and an amendment to the Rights Agreement between the
registrant and Equiserve Trust Company, N.A.
vi. The Company filed a Current Report on Form 8-K on March 21, 2000, which
contained Item 5 related to the Company announcing interim CFO
appointment, retention of Jay Alix & Associates and continuing
negotiation with lenders.
vii. The Company filed a Current Report on Form 8-K on April 4, 2000, which
contained Item 5 related to the Company announcing interim CIO
appointment.
Page 14
viii. The Company filed a Current Report on Form 8-K on April 4, 2000, which
contained Item 5 related to the Company announcing delaying issuance of
earnings report for the second quarter of 2000.
ix. The Company filed a Current Report on Form 8-K on April 6, 2000, which
contained Item 5 related to the Company condolences at the loss of
company director, John W. Rollins, Sr.
x. The Company filed a Current Report on Form 8-K on May 8, 2000, which
contained Item 5 related to the Company announcing appointment of new
director, election of chairman.
xi. The Company filed a Current Report on Form 8-K on May 15, 2000, which
contained Item 5 related to the Company announcing executive's
resignations of positions.
xii. The Company filed a Current Report on Form 8-K on May 17, 2000, which
contained Item 5 related to the Company announcing it would no make an
interest payment on the Company's 9 1/4 percent Senior Notes due 2009.
Page 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: July 17, 2000 SAFETY-KLEEN CORP.
------------------
(Registrant)
/s/ David E. Thomas, Jr.
------------------------------
David E. Thomas, Jr.
Chief Executive Officer and
Chairman of the Board
/s/ Henry H. Taylor
------------------------------
Henry H. Taylor
Vice President, General Counsel
& Secretary
Page 16
EXHIBIT INDEX
(3)(a) Restated Certificate of Incorporation of the Company dated May 13,
1997 and Amendment to Certificate of Incorporation dated May 15,
1997 filed as Exhibit 3(a) to the Company's Form 10-Q for the
Quarter ended May 31, 1997 and incorporated herein by reference.
(3)(a)(i) Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company
dated October 15, 1997 filed as Exhibit (3)(a)(i) to the Company's
Form 10-K-405 for the Year ended August 31, 1997, and incorporated
herein by reference.
(3)(a)(ii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 25, 1998 filed as
Exhibit (3)(a)(iii) to the Company's Form 10-Q for the quarter
ended November 30, 1998 and incorporated herein by reference.
(3)(a)(iii) Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 30, 1998 filed as
Exhibit (3)(a)(iv) to the Company's Form 10-Q for the quarter ended
November 30, 1998 and incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company filed as Exhibit 4(ii)
to the Company's Current Report on Form 8-K dated July 29, 1997 and
incorporated herein by reference.
(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary
of the Company), the Company, subsidiary guarantors of the Company
and The Bank of Nova Scotia Trust Company of New York, as trustee
filed as Exhibit 4(b) to the Company's Form S-4 Registration
Statement No. 333-57587 filed June 24, 1998 and incorporated herein
by reference.
(4)(b) First Supplemental Indenture effective as of November 15, 1998
among Safety-Kleen Services, Inc. the Company, SK Europe, Inc. and
The Bank of Nova Scotia Trust Company of New York, as trustee filed
as Exhibit (4)(f) to the Company's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by
reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc. the Company, SK Services, L.C., SK
Services (East), L.C. and The Bank of Nova Scotia Trust Company of
New York, as trustee filed as Exhibit (4)(d) to the Company's Form
10-K filed October 29, 1999 and incorporated herein by reference.
Page 17
(4)(d) Indenture dated as of May 17, 1999 between the Company and the Bank
of Nova Scotia Trust Company of New York, as trustee filed as
Exhibit (4)(b) to the Company's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(e) Registration Rights Agreement dated as of May 17, 1999 between the
Company and TD Securities, NationsBanc Montgomery Securities LLC
and Raymond James & Associates, Inc. filed as Exhibit (4)(a) to the
Company's Form S-4 Registration Statement No. 333-82689 filed July
12, 1999 and incorporated herein by reference.
(4)(f) Amended and Restated Credit Agreement among Laidlaw Chem-Waste,
Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto
Dominion (Texas) Inc., The Toronto-Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A. and The
First National Bank of Chicago and NationsBank, N.A. as Syndication
Agent dated as of April 3, 1998, filed as Exhibit 4(f) to the
Company's Form 10-Q for the quarter ended February 28, 1999, and
incorporated herein by reference.
(4)(g) Supplement to the Amended and Restated Credit Agreement among
Laidlaw Chem-Waste, Inc., Laidlaw Environmental Services (Canada)
Ltd., Toronto Dominion (Texas) Inc., The Toronto-Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A.
and The First National Bank of Chicago and NationsBank, N.A. as
Syndication Agent dated as of April 3, 1998, filed as Exhibit 4(e)
to a subsidiary of the Company's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by
reference.
(4)(h) Waiver and First Amendment to the Amended and Restated Credit
Agreement dated as of May 15, 1998 among LES, Inc., Laidlaw
Environmental Services (Canada) Ltd., the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc.,
The Bank of Nova Scotia, NationsBank, N.A., The First National Bank
of Chicago and Wachovia Bank filed as Exhibit 4(f) to a subsidiary
of the Company's Form S-4 Registration Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.
(4)(i) Commitment to Increase Supplement to the Amended and Restated
Credit Agreement dated as of June 3, 1998 among LES, Inc., Laidlaw
Environmental Services (Canada) Ltd., the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc.,
The Bank of Nova Scotia, NationsBank, N.A., The First National Bank
of Chicago and Wachovia Bank filed as Exhibit 4(g) to a subsidiary
of the Company's Form S-4 Registration Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.
Page 18
(4)(j) Second Amendment to the Amended and Restated Credit Agreement dated
as of November 20, 1998 among Safety-Kleen Services, Inc. (formerly
known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly
known as Laidlaw Environmental Services (Canada) Ltd.), the
Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank,
TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank N.A.,
filed as Exhibit (4)(j) to the Company's Form 10-Q for the quarter
ended February 28, 1999 and incorporated herein by reference.
(4)(k) Waiver and Third Amendment to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd.
(formerly known as Laidlaw Environmental Services (Canada) Ltd.),
the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The Bank of Nova Scotia,
NationsBank, N.A., The First National Bank of Chicago and Wachovia
Bank N.A. filed as Exhibit (4)(l) to the Company's Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and
incorporated herein by reference.
(4)(l) Fourth Amendment dated as of March 13, 2000 to the Amended and
Restated Credit Agreement dated as of May 6, 1999 among
Safety-Kleen Services, Inc. (formerly known as LES, Inc.),
Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First
National Bank of Chicago and Wachovia Bank N.A.
(4)(m) Consent dated as of March 16, 2000 to the Amended and Restated
Credit Agreement dated as of May 6, 1999 among Safety-Kleen
Services, Inc. (formerly known as LES, Inc.), Safety-Kleen Services
(Canada) Ltd. (formerly known as Laidlaw Environmental Services
(Canada) Ltd.), the Lenders, Toronto Dominion (Texas), Inc., The
Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A.
(4)(n) Deferral and Forbearance Agreement dated as of April 7, 2000 to the
Amended and Restated Credit Agreement dated as of May 6, 1999 among
Safety-Kleen Services, Inc. (formerly known as LES, Inc.),
Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First
National Bank of Chicago and Wachovia Bank N.A.
(4)(o) (4)(o) Waiver, dated as of May 1, 2000, under the Deferral and
Forbearance Agreement dated as of April 7, 2000 to the Amended and
Restated Credit Agreement dated as of April 3, 1998 )as amended,
supplemented or otherwise modified prior to May 1, 2000 among
Safety-Kleen Services, Inc. (formerly known
Page 19
as LES, Inc.), Safety-Kleen Ltd. (successor to Safety-Kleen
Services (Canada) Ltd., which was formerly known as Laidlaw
Environmental Services (Canada) Ltd.)), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities
(USA) Inc., The Bank of Nova Scotia, Bank of America (formerly
known as Nationsbank, N.A.), Bank One, N.A. and (formerly known as
The First National Bank of Chicago).
(4)(p) Registration Rights Agreement dated May 15, 1997 among the Company,
Laidlaw Transportation, Inc. and Laidlaw Inc., the form of which
was filed as Exhibit B to Annex A to the Company's Definitive Proxy
Statement on Form DEF 14A, filed on May 1, 1997 and incorporated
herein by reference.
(4)(q) Indenture dated as of May 1, 1993 between the Industrial
Development Board of the Metropolitan Government of Nashville and
Davidson County (Tennessee) and NationsBank of Tennessee, N.A.,
filed as Exhibit 4(f) to the Company's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(4)(r) Indenture of Trust dated as of August 1, 1995 between Tooele
County, Utah and West One Bank, Utah, now known as U.S. Bank, as
Trustee, filed as Exhibit 4(h) to the Company's form 10-Q for the
Quarter ended May 31, 1997, and incorporated herein by reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between Tooele County,
Utah and U.S. Bank, a national banking association, as Trustee,
filed as Exhibit 4(j) to the Company's Form 10-Q for the Quarter
ended May 31, 1997, and incorporated herein by reference.
(4)(t) Indenture of Trust dated as of July 1, 1997 between California
Pollution Control Financing Authority and U.S. Bank, a national
banking association, as Trustee, filed as Exhibit 4(k) to the
Company's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(u) Promissory Note dated May 15, 1997 for $60,000,000 from the Company
to Westinghouse Electric Corporation, filed as Exhibit 4(n) to the
Company's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
(4)(v) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as
assignee of Westinghouse Electric Corporation) and agreed to by the
Company and Laidlaw Inc. amending the terms of the Promissory Note
dated May 15, 1997 (as referenced in Exhibit (4)(r)) filed as
Exhibit (4)(u) to the Company's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(w) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to
Westinghouse Electric Corporation guaranteeing Promissory Note
dated May 15, 1997 (as referenced in Exhibit (4)(s)) from Company
to Westinghouse Electric Corporation), filed as Exhibit 4(o) to the
Company's Form 10-Q for the Quarter ended May 31, 1997, and
incorporated herein by reference.
Page 20
(4)(x) Collateral Account Pledge and Security Agreement dated as of May
17, 1999 between the Company, The Bank of Nova Scotia Trust Company
of New York, as escrow agent and The Bank of Nova Scotia Trust
Company of New York, as trustee, filed as Exhibit (4)(d) to the
Company's Form S-4 Registration Statement No. 333-82689 filed July
12, 1999 and incorporated herein by reference.
(4)(y) Rights Agreement dated as of October 15, 1999 between the Company
and EquiServe Trust Company, N.A., as Rights Agent, filed as
Exhibit (c)1 to the Company's Current Report on Form 8-K filed on
October 15, 1999 and incorporated herein by reference.
(4)(z) First Amendment to Rights Agreement, dated as of March 17, 2000,
between Safety-Kleen Corp. and Equiserve Trust Company, N.A. filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K filed
on March 17, 2000 and incorporated herein by reference.
(4)(aa) Letter Agreement, dated October 12, 1999, between Safety-Kleen
Corp. and Laidlaw Inc. filed as Exhibit 99.2 to the Company's
Current Report on Form 8-K filed on March 17, 2000 and incorporated
herein by reference.
(4)(bb) Other instruments defining the rights of holders of nonregistered
debt of the Company have been omitted from this exhibit list
because the amount of debt authorized under any such instrument
does not exceed 10% of the total assets of the Company and its
subsidiaries. The Company agrees to furnish a copy of any such
instrument to the Commission upon request.
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and
among the Company, LES Acquisition, Inc., and Safety-Kleen Corp.
included as Annex A of Safety-Kleen's Revised Amended Prospectus on
Form 14D-9 filed as Exhibit 62 to Safety-Kleen's Amendment No. 28
to Schedule 14-9A on March 17, 1998, and incorporated herein by
reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for
National Electric, Inc. dated March 7, 1995.
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in
Exhibit (10)(b) above), dated May 15, 1997 among Westinghouse
Electric Corporation, Rollins Environmental Services, Inc. and
Laidlaw Inc., filed as Exhibit 4(m) to the Company's Form 10-Q for
the Quarter ended May 31, 1997, and incorporated herein by
reference.
(10)(d) Rollins Environmental Services, Inc. 1982 Incentive Stock Option
Plan filed with Amendment No. 1 to the Company's Registration
Statement No. 2-84139 on Form S-1 dated June 24, 1983 and
incorporated herein by reference.
(10)(e) Rollins Environmental Services, Inc. 1993 Stock Option Plan.
Page 21
(10)(f) Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(g) First Amendment to Company's 1997 Stock Option Plan, filed as
Exhibit (10)(g) to the Company's Form 10-Q dated January 14, 2000
and incorporated herein by reference.
(10)(h) Company's Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(i) First Amendment to Company's Director's Stock Option Plan filed as
Exhibit (10)(i) to the Company's Form 10-Q dated January 14, 2000
and incorporated herein by reference.
(10)(j) Stock Purchase Agreement dated February 6, 1997 among the Company,
Laidlaw Inc., and Laidlaw Transportation, Inc. filed as Exhibit A
to Annex A to the Definitive Proxy Statement on Form DEF 14A filed
on May 1, 1997 and incorporated herein by reference.
(10)(k) Executive Bonus Plan for fiscal year 2000 filed as Appendix C to
the Definitive Proxy Statement on Form DEF 14A filed on October 29,
1999 and incorporated herein by reference.
(10)(l) Company's U.S. Supplemental Executive Retirement Plan filed as
Exhibit 10(g) to the Company's 10-Q for the quarter ended November
30, 1997, and incorporated herein by reference.
(10)(m) Form of Change of Control Agreement A-12-22 filed as Exhibit 10(m)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(n) Form of Change of Control Agreement A1 RB 11 30 filed as Exhibit
10(n) to the Company's 10-Q for the quarter ended February 29,
2000, and incorporated herein by reference.
(10)(o) Form of Change of Control Agreement A2-12-22 filed as Exhibit 10(o)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(p) Form of Change of Control Agreement AAMB0120 filed as Exhibit 10(p)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(q) Form of Change of Control Agreement B-12-22 filed as Exhibit 10(q)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
Page 22
(10)(r) Form of Change of Control Agreement C-12-22 filed as Exhibit 10(r)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(s) Form of Change of Control Agreement D-12-22 filed as Exhibit 10(s)
to the Company's 10-Q for the quarter ended February 29, 2000, and
incorporated herein by reference.
(10)(t) Agreement dated as of March 3, 2000, among the Company,
Safety-Kleen Services, Inc., Safety-Kleen Ltd. and Kenneth W.
Winger.
(10)(u) Demand Loan Agreement among Safety-Kleen Systems, Inc.,
Safety-Kleen Services, Inc. as Guarantor the Several Lenders from
time to time parties thereto and Toronto Dominion (Texas), Inc. as
Agent dated as of March 14, 2000.
(10)(v) Mortgage, Assignment of Rents and Leases and Security Agreement
from Safety-Kleen Systems, Inc. Mortgagor to Toronto Dominion
(Texas), Inc. Mortgagee dated as of March 14, 2000.
(10)(w) Lien Subordination Agreement between Toronto Dominion (Texas),
Inc., as Liquidity Agent and Toronto Dominion (Texas), Inc., as
Existing Debt Agent dated as of March 16, 2000.
(10)(x) Letter Agreement dated March 16, 2000 between Jay Alix & Associates
and the Company.
Page 23